Transport Bill - continued        House of Lords
SCHEDULE 6, TRANSFER SCHEMES - continued
Foreign property, rights and liabilities - continued

back to previous text
 
     13. - (1) This paragraph applies if a transfer scheme provides for the transfer of foreign property, rights or liabilities from a transferor to a transferee.
 
      (2) The transferor and the transferee must take such steps as may be necessary to secure that the vesting of the property, rights or liabilities in the transferee is effective under the relevant foreign law; and the transferor must take the steps at such times as the transferee may specify in directions given to the transferor.
 
      (3) Until the vesting of the property, rights or liabilities in the transferee is effective under the relevant foreign law, the transferor must-
 
 
    (a) hold the property or rights for the transferee's benefit, or
 
    (b) discharge the liabilities on the transferee's behalf.
      (4) The transferor is to have all powers necessary for the performance of his duty under sub-paragraph (2), but the transferee must act on the transferor's behalf (so far as possible) in the performance of that duty.
 
      (5) Nothing in sub-paragraphs (2) to (4) affects the law of the United Kingdom (or of any part of the United Kingdom) as it applies to the vesting of the property, rights or liabilities in the transferee by virtue of the transfer scheme.
 
      (6) References in this paragraph to foreign property, rights or liabilities are references to property, rights or liabilities as respects which any issue arising in any proceedings would be determined (in accordance with the rules of private international law) by reference to the law of a country or territory outside the United Kingdom.
 
      (7) The transferee must meet any expenses incurred by the transferor in consequence of this paragraph.
 
      (8) Duties imposed on the transferor or the transferee by this paragraph are enforceable in the same way as if they were imposed by a contract between them.
 
 
Certificates
     14. - (1) This paragraph applies if-
 
 
    (a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and
 
    (b) a certificate falling within sub-paragraph (2) is made jointly by or on behalf of the parties.
      (2) A certificate falls within this sub-paragraph if it certifies that any specified property, right or liability-
 
 
    (a) was intended to be, and was, vested in the transferee by virtue of the transfer, and
 
    (b) has not been the subject of an agreement under paragraph 11.
      (3) The certificate is to be conclusive evidence for all purposes of the facts it certifies.
 
      (4) The reference in sub-paragraph (2) to property includes a reference to an interest in or right over property.
 
      (5) Sub-paragraph (6) applies if-
 
 
    (a) one of the parties requests the other to join in the preparation of a certificate, and
 
    (b) they fail to agree the terms of a certificate within the period of one month starting with the day of the request.
      (6) The parties must-
 
 
    (a) refer the matter to the Secretary of State, and
 
    (b) issue a certificate in such terms as may be specified in a direction given by him.
      (7) The parties are the transferor and the transferee.
 
 
Restrictions on dealing with land
     15. - (1) For the purposes of this paragraph a person is a party if-
 
 
    (a) he is the transferor (or one of the transferors) under a transfer scheme and holds an interest in land immediately after the scheme comes into force, or
 
    (b) he is the transferee (or one of the transferees) under the scheme and an interest in land is transferred to him under the scheme.
      (2) For the purposes of this paragraph the relevant land is any land in which any party has an interest immediately after the scheme comes into force.
 
      (3) On the representation of any of the parties the Secretary of State may give to the parties a direction stating that sub-paragraph (4) is to apply to such of the relevant land as the direction specifies.
 
      (4) While the direction remains in force-
 
 
    (a) no party may dispose of an interest in any of the specified land unless the Secretary of State consents;
 
    (b) if a party proposes to dispose of such an interest and the Secretary of State thinks it necessary or expedient to exercise any of the powers set out in sub-paragraph (5) for the protection of any other party, the Secretary of State may exercise any of those powers.
      (5) The powers are-
 
 
    (a) power to consent to the proposed disposal subject to compliance with such conditions as the Secretary of State may see fit to impose;
 
    (b) power to require a party to dispose of an interest in any of the specified land to such person and in such manner as may be specified in the requirement;
 
    (c) power to require a party to acquire another party's interest in any of the specified land.
      (6) In sub-paragraph (5)(b) and (c) references to an interest include (but are not limited to) references to the interest whose disposal is proposed.
 
      (7) A person who is not a party and who is dealing with a party (or with a person claiming under a party) in relation to land is not to be concerned to see or enquire-
 
 
    (a) whether this paragraph applies (or has applied) in relation to any of the land;
 
    (b) whether a direction under this paragraph has been given in relation to any of the land;
 
    (c) whether this paragraph or any condition imposed or requirement made under it has been complied with in connection with the dealing or any other dealing concerning any of the land.
      (8) No transaction between a person who is not a party (on the one hand) and a party or a person claiming under a party (on the other) is to be invalid by reason of any failure to comply with this paragraph or any condition imposed or requirement made under it.
 
 
Construction of agreements etc
     16. - (1) This paragraph applies if-
 
 
    (a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and
 
    (b) immediately before the coming into force of the scheme the transferor was entitled or subject to the property, rights or liabilities under an agreement to which he was then a party.
      (2) This paragraph applies-
 
 
    (a) whether or not the agreement is in writing;
 
    (b) whether or not the transferor could assign the property, rights or liabilities.
      (3) So far as the agreement relates to the property, rights or liabilities transferred to the transferee, as respects anything falling to be done after the coming into force of the scheme the agreement is to have effect as if-
 
 
    (a) the transferee had been a party to it instead of the transferor;
 
    (b) a reference to the transferor were a reference to the transferee;
 
    (c) a reference to a person employed by (or engaged in the business of) the transferor and holding a specified office or serving in a specified capacity were a reference to such a person as the transferee may appoint or, in default of appointment, to a person with corresponding functions who is employed by (or engaged in the business of) the transferee;
 
    (d) a reference in general terms to persons employed by, persons engaged in the business of, or agents of, the transferor were a reference to persons employed by, persons engaged in the business of, or agents of, the transferee.
      (4) A reference mentioned in sub-paragraph (3)(b) or (c) may be express or implied; and if express it is immaterial how it is worded.
 
      (5) It is immaterial how a reference mentioned in sub-paragraph (3)(d) is worded.
 
     17. - (1) This paragraph applies if-
 
 
    (a) a transfer scheme provides for the transfer of property, rights or liabilities from a transferor to a transferee, and
 
    (b) immediately before the coming into force of the scheme any provision of an agreement to which the transferor was not a party, any statutory provision or any provisions of a document (other than an agreement) related to the property, rights or liabilities transferred to the transferee.
      (2) This paragraph applies-
 
 
    (a) whether or not the agreement mentioned in sub-paragraph (1)(b) is in writing;
 
    (b) whether or not the transferor could assign the property, rights or liabilities.
      (3) So far as the agreement, provision or document relates to the property, rights or liabilities transferred to the transferee, as respects anything falling to be done after the coming into force of the scheme the agreement, provision or document is to have effect as if-
 
 
    (a) a reference to the transferor were a reference to the transferee;
 
    (b) a reference to a person employed by (or engaged in the business of) the transferor and holding a specified office or serving in a specified capacity were a reference to such a person as the transferee may appoint or, in default of appointment, to a person with corresponding functions who is employed by (or engaged in the business of) the transferee;
 
    (c) a reference in general terms to persons employed by, persons engaged in the business of, or agents of, the transferor were a reference to persons employed by, persons engaged in the business of, or agents of, the transferee.
      (4) A reference mentioned in sub-paragraph (3)(a) or (b) may be express or implied; and if express it is immaterial how it is worded.
 
      (5) It is immaterial how a reference mentioned in sub-paragraph (3)(c) is worded.
 
      (6) A reference mentioned in sub-paragraph (3) to the transferor may be a general reference to a class of persons of which the transferor is one (without the transferor being named).
 
      (7) For the purposes of this paragraph a statutory provision is a provision contained in an Act or in a document made or issued under an Act; and here "Act" includes a private or local Act.
 
 
Proceedings etc
     18. - (1) This paragraph applies if a transfer scheme provides for a transfer from a transferor to a transferee.
 
      (2) From the coming into force of the scheme the transferee is to have the same rights, powers and remedies for ascertaining, perfecting or enforcing a right or liability transferred to him under the scheme as he would have had if the right or liability had at all times been a right or liability of his.
 
      (3) From the coming into force of the scheme any person (other than the transferee) is to have the same rights, powers and remedies for ascertaining, perfecting or enforcing a right or liability transferred to the transferee under the scheme as he would have had if the right or liability had at all times been a right or liability of the transferee.
 
      (4) The rights and powers which the transferee or any other person is to have include-
 
 
    (a) rights and powers as to the taking or resisting of legal proceedings;
 
    (b) rights and powers as to the making or resisting of applications to an authority.
      (5) Sub-paragraph (6) applies if on the coming into force of the scheme legal proceedings or applications to an authority by or against the transferor are pending.
 
      (6) The proceedings or applications must be continued by or against the transferee (to the transferor's exclusion) in so far as they relate-
 
 
    (a) to any property, rights or liabilities transferred to the transferee under the scheme, or
 
    (b) to any agreement or enactment relating to any such property, rights or liabilities.
 
previous section contents continue
 
House of Lords home page Houses of Parliament home page House of Commons home page search page enquiries index

© Parliamentary copyright 2000
Prepared 28 June 2000